Exhibit 4.7.1(ff)  


Upon recording, return to:

Ms. Shawne M. Keenan

Sutherland Asbill & Brennan LLP

999 Peachtree Street, N.E.

Atlanta, Georgia 30309-3996  


PURSUANT TO §44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT
EMBRACES,

COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR  



	

	





OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION),

GRANTOR, 


to 


SUNTRUST
BANK,

TRUSTEE 


THIRTY-FIRST SUPPLEMENTAL

INDENTURE  


Relating
to the

Series 2005 (Burke) Note 


Dated
as of November 1, 2005 


FIRST
MORTGAGE OBLIGATIONS 









 

THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 2005, is between OGLETHORPE POWER CORPORATION (AN
ELECTRIC MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), an electric membership
corporation organized and existing under the laws of the State of Georgia, as Grantor (hereinafter called the "Company"), and SUNTRUST BANK, formerly
known as SunTrust Bank, Atlanta, a banking corporation organized and existing under the laws of the State of Georgia, as Trustee (in such capacity, the "Trustee"). 


        WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 1, 1997 (hereinafter
called the "Original Indenture") for the purpose of securing its Existing Obligations and providing for the authentication and delivery of Additional Obligations by the Trustee from time to time under
the Original Indenture (capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Original Indenture); 



        WHEREAS, the Company has heretofore executed and delivered to the Trustee thirty Supplemental Indentures to the Original Indenture, and
the Original Indenture and the thirty Supplemental Indentures have been recorded as set forth on Schedule 1 attached hereto; 


        WHEREAS, the Development Authority of Burke County (the "Burke Authority") issued $199,690,000 in aggregate principal amount of
Development Authority of Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1993A (the "Series 1993A Bonds"), of which $3,810,000 in
aggregate principal amount is subject to mandatory sinking fund redemption on January 1, 2006 (the "Series 1993A Maturities"); 


        WHEREAS, the Burke Authority loaned the proceeds from the sale of the Series 1993A Bonds to the Company, with such loan being
evidenced by that certain Series 1993A Note, dated as of December 1, 1992 (the "Series 1993A Note"), from the Company to SunTrust Bank, formerly known as Trust Company Bank, as
trustee (in such capacity, the "Series 1993A Trustee"), as assignee and pledgee of the Burke Authority pursuant to the Trust Indenture, dated as of December 1, 1992 (the
"Series 1993A Indenture"), between the Burke Authority and the Series 1993A Trustee; 


        WHEREAS, the Burke Authority issued $122,740,000 in aggregate principal amount of Development Authority of Burke County Adjustable Tender
Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 1994A (the "Series 1994A Bonds"; the Series 1993A Bonds and the Series 1994A Bonds,
together, the "Outstanding Bonds"), of which $3,590,000 in aggregate principal amount is subject to mandatory sinking fund redemption on January 1, 2006 (the "Series 1994A Maturities";
the Series 1993A Maturities and the Series 1994A Maturities, together, the "2005 Maturities"); 


        WHEREAS, the Burke Authority loaned the proceeds from the sale of the Series 1994A Bonds to the Company, with such loan being
evidenced by that certain Series 1994A Note, dated as of December 1, 1992 (the "Series 1994A Note"; the Series 1993A Note and the Series 1994A Note, together, the
"Outstanding Notes"), from the Company to SunTrust Bank, formerly known as Trust Company Bank, as trustee (in such capacity, the "Series 1994A Trustee"), as assignee and pledgee of the Burke
Authority pursuant to the Trust Indenture, dated as of December 1, 1992 (the "Series 1994A Indenture"), between the Burke Authority and the Series 1994A Trustee; 


        WHEREAS, the Burke Authority has agreed to issue $7,400,000 in aggregate principal amount of Development Authority of Burke County
Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2005 (the "Series 2005 Burke Bonds"), the proceeds from the sale of which are to be loaned to the
Company pursuant to that certain Loan Agreement, dated as of November 1, 2005 (the "Series 2005 Burke Loan Agreement"), between the Burke Authority and the Company to refund the 2005
Maturities and to make the related payments due on the Outstanding Notes; 


2







 



        WHEREAS, the Company's obligation to repay the loan of the proceeds of the Series 2005 Burke Bonds is evidenced by that certain
Series 2005 (Burke) Note, dated the date of its authentication, from the Company to SunTrust Bank, as trustee (in such capacity, the "Series 2005 Burke Trustee"), as assignee and pledgee
of the Burke Authority pursuant to the Trust Indenture, dated as of November 1, 2005 (the "Series 2005 Burke Indenture"), between the Burke Authority and the Series 2005 Burke
Trustee; 


        WHEREAS, the Company desires to execute and deliver this Thirty-First Supplemental Indenture, in accordance with the provisions of the
Original Indenture, for the purpose of providing for the creation and designation of that certain Series 2005 (Burke) Note, dated the date of its authentication (the "Series 2005 (Burke)
Note"), from the Company to the Series 2005 Burke Trustee, as assignee and pledgee of the Burke Authority pursuant to the Series 2005 Burke Indenture, as an Additional Obligation and
specifying the form and provisions thereof (the Original Indenture, as heretofore, hereby and hereafter supplemented and modified, being herein sometimes called the "Indenture"); 



        WHEREAS, Section 12.1 of the Original Indenture provides that, without the consent of the Holders of any of the Obligations, the
Company, when authorized by a Board Resolution, and the Trustee, may enter into Supplemental Indentures for the purposes and subject to the conditions set forth in said Section 12.1, including
to create additional series of Obligations under the Indenture and to make provisions for such additional series of Obligations; and 


        WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation and Bylaws of the Company necessary to secure under
the Indenture the payment of the principal of (and premium, if any) and interest on the Series 2005 (Burke) Note, to make the Series 2005 (Burke) Note to be issued hereunder, when
executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligation of the Company, and to constitute the Indenture a valid and binding lien
for the security of the Series 2005 (Burke) Note, in accordance with its terms, have been done and taken; and the execution and delivery of this Thirty-First Supplemental Indenture has been in
all respects duly authorized by the Company; 


        NOW, THEREFORE, THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE WITNESSES, that, to secure the payment of the principal of (and premium, if any)
and interest on the Outstanding Secured Obligations, including, when authenticated and delivered, the Series 2005 (Burke) Note, to confirm the lien of the Indenture upon the Trust Estate,
including property purchased, constructed or otherwise acquired by the Company since the date of execution of the Original Indenture, to secure performance of the covenants therein and herein
contained, to declare the terms and conditions on which the Series 2005 (Burke) Note is secured, and in consideration of the premises thereof and hereof, the Company by these presents does
grant, bargain, sell, alienate, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee, and its successors and assigns in the trust created
thereby and hereby, in trust, all property, rights, privileges and franchises (other than Excepted Property or Excludable Property) of the Company, whether now owned or hereafter acquired, of the
character described in the Granting Clauses of the Original Indenture, wherever located, including all such property, rights, privileges and franchises acquired since the date of execution of the
Original Indenture, including, without limitation, all property described in Exhibit A attached hereto, subject to all exceptions, reservations
and matters of the character referred to in the Indenture, and does grant a security interest therein for the purposes expressed herein and in the Original Indenture subject in all cases to Sections
5.2 and 11.2 B of the Original Indenture and to the rights of the Company under the Original Indenture, including the rights set forth in Article V thereof; but expressly excepting and
excluding from the lien and operation of the Indenture all properties of the character specifically excepted as "Excepted Property" or "Excludable Property" in the Original Indenture to the extent
contemplated thereby. 


3







 



        PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the Trustee, or any separate trustee or co-trustee
appointed under Section 9.14 of the Original Indenture or any receiver appointed pursuant to statutory provision or order of court, shall have entered into possession of all or substantially
all of the Trust Estate, all the Excepted Property described or referred to in Paragraphs A through H, inclusive, of "Excepted Property" in the Original Indenture then owned or thereafter acquired by
the Company, shall immediately, and, in the case of any Excepted Property described or referred to in Paragraphs I, J, L, N and P of "Excepted Property" in the Original Indenture (excluding the
property described in Section 2 of Exhibit B in the Original Indenture), upon demand of the Trustee or such other trustee or receiver,
become subject to the lien of the Indenture to the extent permitted by law, and the Trustee or such other trustee or receiver may, to the extent permitted by law, at the same time likewise take
possession thereof, and whenever all Events of Default shall have been cured and the possession of all or substantially all of the Trust Estate shall have been restored to the Company, such Excepted
Property shall again be excepted and excluded from the lien of the Indenture to the extent and otherwise as hereinabove set forth and as set forth in the Indenture. 


        The
Company may, however, pursuant to the Granting Clause Third of the Original Indenture, subject to the lien of the Indenture any Excepted Property or Excludable Property, whereupon
the same shall cease to be Excepted Property or Excludable Property. 


        TO HAVE AND TO HOLD all such property, rights, privileges and franchises hereby and hereafter (by a Supplemental Indenture or otherwise)
granted, bargained, sold, alienated, remised, released,
conveyed, assigned, transferred, mortgaged, hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed or covenanted so to be, together with all the tenements, hereditaments and
appurtenances thereto appertaining (said properties, rights, privileges and franchises, including any cash and securities hereafter deposited or required to be deposited with the Trustee (other than
any such cash which is specifically stated in the Indenture not to be deemed part of the Trust Estate) being part of the Trust Estate), unto the Trustee, and its successors and assigns in the trust
herein created by the Indenture, forever. 


        SUBJECT, HOWEVER, to (i) Permitted Exceptions and (ii) to the extent permitted by Section 13.6 of the Original
Indenture as to property hereafter acquired (a) any duly recorded or perfected prior mortgage or other lien that may exist thereon at the date of the acquisition thereof by the Company and
(b) purchase money mortgages, other purchase money liens, chattel mortgages, conditional sales agreements or other title retention agreements created by the Company at the time of acquisition
thereof. 


        BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and proportionate benefit and security of the Holders from time to time of
all the Outstanding Secured Obligations without any priority of any such Obligation over any other such Obligation and for the enforcement of the payment of such Obligations in accordance with their
terms. 


        UPON CONDITION that, until the happening of an Event of Default and subject to the provisions of Article V of the Original
Indenture, and not in limitation of the rights elsewhere provided in the Original Indenture, including the rights set forth in Article V of the Original Indenture, the Company shall be
permitted to (i) possess and use the Trust Estate, except cash, securities, Designated Qualifying Securities and other personal property deposited, or required to be deposited, with the
Trustee, (ii) explore for, mine, extract, separate and dispose of coal, ore, gas, oil and other minerals, and harvest standing timber, and (iii) receive and use the rents, issues,
profits, revenues and other income, products and proceeds of the Trust Estate. 



        THE INDENTURE, INCLUDING THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE, is intended to operate and is to be construed as a deed passing title
to the Trust Estate and is made under the provisions of the laws of the State of Georgia relating to deeds to secure debt, and not as a mortgage or deed of trust, and is given to secure the
Outstanding Secured Obligations. Should the 


4







 



indebtedness
secured by the Indenture be paid according to the tenor and effect thereof when the same shall become due and payable and should the Company perform all covenants contained in the
Indenture in a timely manner, then the Indenture shall be canceled and surrendered. 


        AND IT IS HEREBY COVENANTED AND DECLARED that the Series 2005 (Burke) Note is to be authenticated and delivered and the Trust
Estate is to be held and applied by the Trustee, subject to
the covenants, conditions and trusts set forth herein and in the Indenture, and the Company does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit of all
Holders of the Outstanding Secured Obligations, as follows: 


ARTICLE I  


 THE SERIES 2005 (BURKE) NOTE AND

CERTAIN PROVISIONS RELATING THERETO  


Section 1.1    Authorization and Terms of the Series 2005 (Burke) Note.  


        There shall be created and established an Additional Obligation in the form of a promissory note known as and entitled the "Series 2005 (Burke) Note"
(hereinafter referred to as the "Series 2005 (Burke) Note"), the form, terms and conditions of which shall be substantially as set forth in or prescribed pursuant to this Section and
Section 1.2 hereof. The aggregate principal amount of the Series 2005 (Burke) Note which shall be authenticated and delivered and Outstanding at any one time is limited to $7,400,000. 


        The
Series 2005 (Burke) Note shall be dated the date of its authentication. The Series 2005 (Burke) Note shall mature on January 1, 2040 and shall bear interest from
the date of its authentication to the date of its maturity at rates calculated as provided for in the form of note prescribed pursuant to Section 1.2 hereof. The Series 2005 (Burke) Note
shall be authenticated and delivered to, and made payable to, SunTrust Bank, as trustee, in its capacity as the Series 2005 Burke Trustee. 



        All
payments made on the Series 2005 (Burke) Note shall be made to the Series 2005 Burke Trustee at its principal office in Atlanta, Georgia in lawful money of the United
States of America which will be immediately available on the date payment is due. 


Section 1.2    Form of the Series 2005 (Burke) Note.  


        The Series 2005 (Burke) Note and the Trustee's certificate of authentication for the Series 2005 (Burke) Note shall be substantially in the form of  Exhibit B attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted in the
Original Indenture. 


ARTICLE II  


 MISCELLANEOUS  


Section 2.1    This Thirty-First Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original
Indenture, and shall form a part thereof, and the Original Indenture, as heretofore supplemented and as hereby supplemented and modified, is hereby confirmed. Except to the extent inconsistent
with the express terms hereof, all of the provisions, terms, covenants and conditions of the Indenture shall be applicable to the Series 2005 (Burke) Note to the same extent as if specifically
set forth herein. All references herein to Sections, definitions or other provisions of the Original Indenture shall be to such Sections, definitions and other provisions as they may be amended or
modified from time to time pursuant to the Indenture. All capitalized terms used in this Thirty-First 


5







 

Supplemental
Indenture shall have the same meanings assigned to them in the Original Indenture, except in cases where the context clearly indicates otherwise. 


Section 2.2    All recitals in this Thirty-First Supplemental Indenture are made by the Company only and not by the Trustee; and all of
the provisions contained in the Original Indenture, in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect hereof as fully and with like
effect as if set forth herein in full. 


Section 2.3    Whenever in this Thirty-First Supplemental Indenture any of the parties hereto is named or referred to, this shall,
subject to the provisions of Articles IX and XI of the Original Indenture, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Thirty-First
Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors
and assigns of such parties, whether so expressed or not. 


Section 2.4    Nothing in this Thirty-First Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer
upon, or to give to, any person, firm or corporation, other than the parties hereto and the Holders of the Outstanding Secured Obligations, any right, remedy or claim under or by reason of this
Thirty-First Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Thirty-First
Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the Holders of Outstanding Secured Obligations. 



Section 2.5    This Thirty-First Supplemental Indenture may be executed in several counterparts, each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same
instrument. 


Section 2.6    To the extent permitted by applicable law, this Thirty-First Supplemental Indenture shall be deemed to be a Security
Agreement and Financing Statement whereby the Company grants to the Trustee a security interest in all of the Trust Estate that is personal property or fixtures under the Uniform Commercial Code, as
adopted or hereafter adopted in one or more of the states in which any part of the properties of the Company are situated. The mailing address of the Company, as debtor is: 




2100
East Exchange Place

P. O. Box 1349

Tucker, Georgia 30085-1349, 





and
the mailing address of the Trustee, as secured party, is: 




SunTrust
Bank

Corporate Trust Department

Mail Code 008

25 Park Place, 24th Floor

Atlanta, Georgia 30303-2900. 




[Signatures
on Next Page] 


6










        IN WITNESS WHEREOF, the parties hereto have caused this Thirty-First Supplemental Indenture to be duly executed under seal as of the day
and year first written above. 



	Company:	 	OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized under the laws of the State of Georgia
	

 	
 	

By:	
 	

/s/  THOMAS A. SMITH      
 Thomas A. Smith

President and Chief Executive Officer
	

Signed, sealed and delivered

by the Company in the presence of:	
 	

Attest:	
 	

/s/  PATRICIA N. NASH      
 Patricia N. Nash

Secretary
	

/s/  CINDY A. UPCHURCH      
	
 	

 	
 	

[CORPORATE SEAL]
	Witness	 	 	 	 
	

/s/  THOMAS J. BRENDIAR      
	
 	

 	
 	

 
	Notary Public	 	 	 	 
	

(Notarial Seal)	
 	

 	
 	

 
	

My commission expires: January 27, 2009	
 	

 	
 	

 




[Signatures
Continued on Next Page] 







[Signatures
Continued from Previous Page] 



	Trustee:	 	SUNTRUST BANK, a banking corporation organized and existing under the laws of the State of Georgia
	

 	
 	

By:	
 	

/s/  GEORGE HOGAN      

	Signed, sealed and delivered

by the Trustee in the Presence of:	 	 	 	Authorized Officer
	

/s/  SYRA ARZU      
	
 	

By:	
 	

/s/  JACK ELLERIN      

	Witness	 	 	 	Authorized Officer
	

/s/  TIM SPEAKMAN      
	
 	

 	
 	

 
	Notary Public	 	 	 	 
	

(Notarial Seal)	
 	

 	
 	

 
	

My commission expires: January 12, 2008	
 	

 	
 	

 










   Exhibit A  


        All property of the Company in the Counties of Appling, Ben Hill, Burke, Carroll, Clarke, Cobb, DeKalb, Floyd, Heard, Jackson, Monroe, Talbot and Toombs, State of
Georgia. 


A-1








   Exhibit B  


[Form of Series 2005 (Burke) Note]



THIS
NOTE IS NON-TRANSFERABLE EXCEPT AS MAY BE REQUIRED TO EFFECT ANY TRANSFER TO ANY SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE, DATED AS OF NOVEMBER 1, 2005, BETWEEN THE
DEVELOPMENT AUTHORITY OF BURKE COUNTY AND SUNTRUST BANK, AS TRUSTEE. 


OGLETHORPE
POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION) 


SERIES
2005 (BURKE) NOTE            DATE: November 22, 2005 


(VOGTLE
PROJECT) 


        OGLETHORPE
POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) ("Oglethorpe"), an electric membership corporation organized and existing under the laws of the State of Georgia, for
value received and in consideration of the agreement of the Development Authority of Burke County (the "Burke Authority") to issue $7,400,000 in aggregate principal amount of Development Authority of
Burke County Pollution Control Revenue Bonds (Oglethorpe Power Corporation Vogtle Project), Series 2005 (the "Series 2005 Burke Bonds"), hereby promises to pay to SunTrust Bank (the
"Series 2005 Burke Trustee"), as assignee and pledgee of the Burke Authority, acting pursuant to the Trust Indenture, dated as of November 1, 2005, from the Burke Authority to the
Series 2005 Burke Trustee (the "Series 2005 Indenture"), or its successor in trust, the principal sum of $7,400,000, together with interest and prepayment premium (if any) thereon as
follows: 


        (a)   on
or before each Interest Payment Date (as defined in the Series 2005 Indenture), a sum which will equal the interest on the Series 2005 Burke Bonds which
will become due on such Interest Payment Date on the Series 2005 Burke Bonds; and 


        (b)   on
or before January 1, 2040, a sum which will equal the principal amount of the Series 2005 Burke Bonds which will become due on January 1, 2040;
and 


        (c)   on
or before any redemption date for the Series 2005 Burke Bonds, a sum equal to the principal of, redemption premium (if any) and interest on, the
Series 2005 Burke Bonds which are to be redeemed on such date. 


        This
Series 2005 (Burke) Note evidences the Loan (as defined in the Agreement hereinafter referred to) of the Burke Authority to Oglethorpe and the obligation to repay the same
and shall be governed by and shall be payable in accordance with the terms, conditions and provisions of the Loan Agreement, dated November 1, 2005 (the "Agreement"), between the Burke
Authority and Oglethorpe, pursuant to which the Burke Authority has agreed to loan to Oglethorpe the proceeds from the sale of the Series 2005 Burke Bonds. 


        This
Series 2005 (Burke) Note is a duly authorized obligation of Oglethorpe issued under and equally and ratably secured by the Indenture, dated as of March 1, 1997 (the
"Original Indenture"), as heretofore supplemented and as supplemented by the Thirty-First Supplemental Indenture, dated as of November 1, 2005, and the Thirty-Second Supplemental Indenture,
dated as of November 1, 2005, between Oglethorpe, as grantor, and SunTrust Bank, formerly known as SunTrust Bank, Atlanta, as trustee (in such capacity, the "Indenture Trustee"), (the Original
Indenture, as supplemented, the "Indenture"). Reference is hereby made to the Indenture for a statement of the description of the properties thereby mortgaged, pledged and assigned, the nature and
extent of the security and the respective rights, limitations of rights, duties and immunities thereunder of Oglethorpe, the Indenture Trustee and the holder of this Series 2005 (Burke) Note
and of the terms upon which this Series 2005 


B-1







 



(Burke)
Note is authenticated and delivered. This Series 2005 (Burke) Note is created by the Thirty-First Supplemental Indenture and designated as the "Series 2005 (Burke) Note." 


        All
payments hereon are to be made to the Series 2005 Burke Trustee at its principal office in Atlanta, Georgia, in lawful money of the United States of America which will be
immediately available on the
day payment is due. As set forth in Section 4.6 of the Agreement, the obligation of Oglethorpe to make the payments required hereunder shall be absolute and unconditional. 



        Oglethorpe
shall be entitled to certain credits against payments required to be made hereunder as provided in Section 4.3 of the Agreement. 


        This
Series 2005 (Burke) Note may be prepaid upon the terms and conditions set forth in Article VIII of the Agreement. 


        If
the Series 2005 Burke Trustee shall accelerate payment of the Series 2005 Burke Bonds, all payments on this Series 2005 (Burke) Note shall be declared due and
payable in the manner and with the effect provided in the Agreement. The Agreement provides that, under certain conditions, such declaration shall be rescinded by the Series 2005 Burke Trustee. 



        No
recourse shall be had for the payments required hereby or for any claim based herein or in the Agreement or in the Indenture against any officer, director or member, past, present or
future, of Oglethorpe as such, either directly or through Oglethorpe, or under any constitutional provision, statute or rule of law or by the enforcement of any assessment or by any legal or equitable
proceedings or otherwise. 


        This
Series 2005 (Burke) Note shall not be entitled to any benefit under the Indenture and shall not become valid or obligatory for any purposes until the Indenture Trustee shall
have signed the form of authentication certificate endorsed hereon. 


        This
Series 2005 (Burke) Note shall be governed by and construed in accordance with the laws of the State of Georgia. 


B-2







 

        IN WITNESS WHEREOF, Oglethorpe has caused this Series 2005 (Burke) Note to be executed in its corporate name by its President and
Chief Executive Officer and attested by its Secretary and its corporate seal to be hereunto affixed. 



	 	 	OGLETHORPE POWER CORPORATION

(AN ELECTRIC MEMBERSHIP CORPORATION)
	
 	
 	

By:	
 	

    
 Thomas A. Smith

President and Chief Executive Officer
	(SEAL)	 	 	 	 
	

Attest:	
 	

 	
 	

 
	

    
 Patricia N. Nash

Secretary	
 	

 	
 	

 




B-3







 
TRUSTEE'S CERTIFICATE OF AUTHENTICATION  


        This is one of the Obligations of the series designated therein referred to in the within mentioned Indenture. 



	 	 	SUNTRUST BANK, as Trustee
	
 	
 	

By:	
 	

    
 Authorized Signatory




B-4








Schedule 1  


RECORDING
INFORMATION

FOR

                        COUNTY, GEORGIA 



	DOCUMENT
 
	 	RECORDING

INFORMATION
	 	DATE OF

RECORDING

	Indenture	 	 	 	 
	First Supplemental Indenture	 	 	 	 
	Second Supplemental Indenture	 	 	 	 
	Third Supplemental Indenture	 	 	 	 
	Fourth Supplemental Indenture	 	 	 	 
	Fifth Supplemental Indenture	 	 	 	 
	Sixth Supplemental Indenture	 	 	 	 
	Seventh Supplemental Indenture	 	 	 	 
	Eighth Supplemental Indenture	 	 	 	 
	Ninth Supplemental Indenture	 	 	 	 
	Tenth Supplemental Indenture	 	 	 	 
	Eleventh Supplemental Indenture	 	 	 	 
	Twelfth Supplemental Indenture	 	 	 	 
	Thirteenth Supplemental Indenture	 	 	 	 
	Fourteenth Supplemental Indenture	 	 	 	 
	Fifteenth Supplemental Indenture	 	 	 	 
	Sixteenth Supplemental Indenture	 	 	 	 
	Seventeenth Supplemental Indenture	 	 	 	 
	Eighteenth Supplemental Indenture	 	 	 	 
	Nineteenth Supplemental Indenture	 	 	 	 
	Twentieth Supplemental Indenture	 	 	 	 
	Twenty-First Supplemental Indenture	 	 	 	 
	Twenty-Second Supplemental Indenture	 	 	 	 
	Twenty-Third Supplemental Indenture	 	 	 	 
	Twenty-Fourth Supplemental Indenture	 	 	 	 
	Twenty-Fifth Supplemental Indenture	 	 	 	 
	Twenty-Sixth Supplemental Indenture	 	 	 	 
	Twenty-Seventh Supplemental Indenture	 	 	 	 
	Twenty-Eighth Supplemental Indenture	 	 	 	 
	Twenty-Ninth Supplemental Indenture	 	 	 	 
	Thirtieth Supplemental Indenture